Common use of Release of Clause in Contracts

Release of. On the second anniversary of the Closing Date Buyer shall pay to Seller the [***]* less (i) the amount of all Payable [***]* owed by the Seller to Buyer as of such date and (ii) an amount equal to a reasonable good faith estimate of any remaining [***]* of Buyer (the “[***]*”). Any [***]* shall be held by Buyer until such time as the applicable [***]* is Payable; provided, however, that the balance of the [***]* shall be released to Seller no later than July 31, 2014. Buyer agrees that it shall discuss with Seller not less frequently than once every three (3) months during the period it is holding the [***]*, any proposed [***]*, any proposed [***]*, Buyer’s assessment of the continuing need for the [***]* and whether Buyer believes it is in a position to release any portion of the [***]* prior to the second anniversary of the Closing Date. The Parties agree and acknowledge that the [***]* shall be the sole and exclusive remedy of the Buyer with respect to any claims for indemnification under Section 10.2(a)(iv)(2).